SECURITIES EXCHANGE ACT OF 1934
Release No. 44075 / March 14, 2001
ADMINISTRATIVE PROCEEDING
File No. 3-10441
In the Matter of RICHARD C. REINING, MICHAEL R.
Respondents. |
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ORDER INSTITUTING PUBLIC |
I.
The Securities and Exchange Commission ("Commission") deems it appropriate in the public interest and for the protection of investors that a public administrative proceeding pursuant to Sections 15(b) and 19(h) of the Securities Exchange Act of 1934 ("Exchange Act") be instituted against Respondents Richard C. Reining ("Reining"), Michael R. Tompkins ("Tompkins"), Stephen R. Rawlings ("Rawlings"), and Joseph L. Hill ("Hill") (collectively referred to as the "Respondents").
II.
In anticipation of the institution of this administrative proceeding, the Respondents have each submitted an Offer of Settlement ("Offer"), which the Commission has determined to accept. Solely for the purpose of this proceeding and any other proceeding brought by or on behalf of the Commission, or in which the Commission is a party, and without admitting or denying the findings contained herein, except that the Respondents admit the entry of permanent injunctions against them referred to in paragraph III.E. below and the jurisdiction of the Commission over them and over the subject matter of this proceeding, the Respondents by their Offers of Settlement consent to the entry of this Order Instituting Public Administrative Proceeding, Making Findings and Imposing Remedial Sanctions ("Order"), and to the entry of the findings and remedial sanctions set forth below.
Accordingly, IT IS ORDERED that a proceeding pursuant to Sections 15(b) and 19(h) of the Exchange Act be, and hereby is, instituted.
III.
On the basis of this Order and the Offer submitted by the Respondents, the Commission finds that:
A. Reining resides in Thousand Oaks, California. Reining has held Series 6, 22 and 63 securities licenses. Reining has not been associated with a registered broker-dealer since 1995, but was associated with an unregistered broker-dealer during the relevant period.
B. Tompkins resides in Westlake Village, California. Tompkins has held Series 6, 7, 22, 24, 39 and 63 securities licenses. Tompkins has not been associated with a registered broker-dealer since 1996, but was associated with an unregistered broker-dealer during the relevant period.
C. Rawlings resides in Carroll, Iowa. Respondent has held Series 1, 6, and 63 securities licenses. Respondent has not been associated with a registered broker-dealer since 1993, but was associated with an unregistered broker-dealer during the relevant period.
D. Hill resides in Beverly Hills, California. Hill has held Series 22 and 63 securities licenses. Hill has not been associated with a registered broker-dealer since 1997, but was associated with an unregistered broker-dealer during the relevant period.
E. On March 1, 2001, Reining, Tompkins, and Hill were permanently enjoined from violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, by the United States District Court for the Central District of California [SEC v. Naughton, et al., CV 00-07531 R (Ex)]. On March 8, 2001, Rawlings was permanently enjoined from violations of Sections 5(a), 5(c) and 17(a) of the Securities Act of 1933 and Sections 10(b) and 15(a) of the Securities Exchange Act of 1934 and Rule 10b-5 thereunder, by the United States District Court for the Central District of California [SEC v. Naughton, et al., CV 00-07531 R (Ex)]. Respondents consented to the entry of the permanent injunctions without admitting or denying the allegations in the Commission's Complaint.
F. The Commission's Complaint filed in the action described above alleges that the defendants therein, including the Respondents, at various times engaged in the offer, purchase and sale of securities in the form of preferred stock in Papa Holdings, Inc. and/or four of its restaurant subsidiaries in violation of the registration, antifraud and broker-dealer registration provisions of the federal securities laws. The Complaint further alleges that in connection with the offer, purchase and sale of these securities, the defendants therein, including each of the Respondents, made material misrepresentations or omissions of material fact concerning the amount of commissions paid to them.
IV.
Based on the foregoing, the Commission deems it appropriate in the public interest and for the protection of investors to accept the Offer submitted by the Respondents and impose the sanctions specified in the Offer.
Accordingly, IT IS HEREBY ORDERED that the Respondents be, and hereby are, barred from association with any broker or dealer, with the right to reapply for association after one (1) year to the appropriate self-regulatory organization, or if there is none, to the Commission.
By the Commission.
Jonathan G. Katz
Secretary